This is a proposal for renewal of a Senior Scientist Award. Both theoretical and experimental research is proposed on several topics in learning and motivation: (a) Experimental and theoretical studies of recurrent choice; (b) complex learning, transitive inference in animals and the emergence of novel behavior and associations; (c) sequence learning and models for complex discrimination; (d) time discrimination; experimental and theoretical studies of transient and steady-state phenomena; (e) multiple-time scale models for behavior; habituation and reinforcement effects; (g) feeding dynamics; theoretical research of dynamic mechanisms for feeding and foraging; (h) motivational dynamics, multiple time scale processes and drug addiction. The experimental work uses animal subjects to study the role of dynamic processes in learning and motivated behavior. Our research strategy emphasises continual interplay between experimental and real-time models. Our first objective is refine models for specific experimental situations; we then attempt to extend and combine these models to embrace as wide as possible a range of related tasks. Our ultimate objective is to use real-time models as guides to understanding the role of the nervous system in leaning. The most intractable and disturbing human behavior disorders involve the systems for memory and learning. The proposed work is intended to increase our basic understanding of how these systems work , hence aid in the search for means to eliminate or alleviate memory and learning disorders.